Alaska Airlines and Horizon Air 2010 Annual Report Download - page 52

Board and Committee Meetings
In 2010, the Board of Directors held six
regular meetings. The standing Board
committees held the following number of
meetings in 2010:
• Audit Committee — 8
• Compensation Committee — 6
• Governance and Nominating
Committee — 4
• Safety Committee — 6
Each director attended at least 92% of all
Board and applicable committee meetings
during 2010. Each director is expected to
attend the Company’s Annual Meeting of
Stockholders. Last year, all directors
attended the annual meeting.
Director Independence
The Board of Directors of the Company has
determined that all of the directors except
Mr. Ayer and Mr. Tilden, which includes each
member of the Audit Committee,
Governance and Nominating Committee, and
Compensation Committee, are independent
under the NYSE listing standards and the
Company’s independent director standards
that are set forth in the Company’s
Corporate Governance Guidelines. In making
its determination, the Board of Directors
considered the amount of charitable
contributions made by the Company to
certain charitable organizations on which
Ms. Bedient serves as director and the
amount of a charitable contribution made by
the Company to the University of Alaska
where former director Mr. Mark Hamilton
was previously employed as president. After
consideration of these matters and in
accordance with the Board’s independent
director criteria, the Board of Directors
affirmatively determined that none of these
matters is a material relationship with the
Company because the amounts of the
contributions were immaterial with respect
to the Company’s and the charitable
organizations’ annual revenues.
Each member of the Company’s Audit
Committee meets the additional
independence, financial literacy and
experience requirements contained in the
corporate governance listing standards of
the NYSE relating to audit committees or
required by the SEC. The Board has
determined that Ms. Bedient is an audit
committee financial expert as defined in
SEC rules.
The Corporate Governance Guidelines are
available on the Company’s internet website
at http://www.alaskaair.com and are
available in print to any stockholder who
submits a written request to the Company’s
Corporate Secretary. Specifically, the Board
has determined that independent directors
meet the following criteria:
An independent director must have no
material relationship with the Company,
based on all material facts and
circumstances. At a minimum, an
independent director must meet each of the
categorical standards listed below.
1. The director has not, within the last three
years, been employed by and no immediate
family member has been an executive officer
of the Company.
2. Neither the director nor any immediate
family member has, in any 12-month period
in the last three years, received more than
$100,000 in direct compensation from the
Company, other than compensation for
director or committee service and pension or
other deferred compensation for prior
service.
3. (i) Neither the director nor any immediate
family member is a current partner of the
Company’s independent accountants firm;
(ii) the director is not a current employee of
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